Canadian Western Bank
TSX : CWB

Canadian Western Bank

March 10, 2016 09:09 ET

CWB Announces NVCC Preferred Share Offering

EDMONTON, ALBERTA--(Marketwired - March 10, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Canadian Western Bank (TSX:CWB) today announced its intent to issue $100 million non-cumulative 5-year rate reset First Preferred Shares Series 7 (Non-Viability Contingent Capital (NVCC)) (the "Series 7 Preferred Shares"). The offering will be underwritten on a bought deal basis by a syndicate led by National Bank Financial Inc. The expected closing date is on or about March 31, 2016.

Under the terms of the offering, CWB will issue 4,000,000 Series 7 Preferred Shares at a price of $25.00 per share. CWB has also granted the underwriters an over-allotment option, solely to cover over-allotments, if any, exercisable for a period of 30 days following the closing date of the offering, to purchase up to an additional 600,000 Series 7 Preferred Shares on the same terms. Should the underwriters choose to exercise this option in full, the maximum gross proceeds raised under the offering will be $115 million.

Holders of the Series 7 Preferred Shares will be entitled to receive a non-cumulative fixed dividend in the amount of $1.5625 annually, payable quarterly, as and when declared by the Board of Directors of CWB, for the initial period ending July 31, 2021. The quarterly dividend represents an annual yield of 6.25% based on the stated issue price per share. Thereafter, the dividend rate will reset every five years at a level of 547 basis points over the then 5-year Government of Canada bond yield. The first of such dividends, if declared, will be payable on July 31, 2016 and will be $0.5223 per Series 7 Preferred Share, based on the anticipated closing date of the offering of March 31, 2016. CWB maintains the right to redeem, subject to the approval of the Office of the Superintendent of Financial Institutions ("OSFI"), up to all of the then outstanding Series 7 Preferred Shares on July 31, 2021, and on July 31 every five years thereafter at a price of $25.00 per share.

Should CWB choose not to exercise its right to redeem the Series 7 Preferred Shares, holders of these shares will have the right to convert their shares into an equal number of non-cumulative floating rate First Preferred Shares Series 8 (Non-Viability Contingent Capital (NVCC)) (the "Series 8 Preferred Shares"), subject to certain conditions, on July 31, 2021, and on July 31 every five years thereafter. Holders of the Series 8 Preferred Shares will be entitled to receive quarterly floating dividends, as and when declared by the Board of Directors of CWB, equal to the 90-day Government of Canada Treasury Bill rate plus 547 basis points.

Net proceeds from the offering will be added to CWB's capital base and used for general corporate purposes and are expected to qualify as Tier 1 capital for CWB. The offering will be completed by way of short form prospectus to be filed in all provinces and territories of Canada.

The Series 7 Preferred Shares and Series 8 Preferred Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities in the United States.

About Canadian Western Bank Group

CWB Group (CWB) is a diversified financial services organization serving businesses and individuals across Canada. Operating from its headquarters in Edmonton, Alberta, CWB's key business lines include full-service business and personal banking offered through 41 branches of Canadian Western Bank and Internet banking services provided by Canadian Direct Financial (CDF). Highly responsive specialized financing is delivered under the banners of CWB Equipment Financing, National Leasing, CWB Maxium Financial and CWB Optimum Mortgage. Trust Services are offered through Canadian Western Trust. Comprehensive wealth management offerings are provided through CWB Wealth Management, which includes the businesses of Adroit Investment Management, McLean & Partners Wealth Management and Canadian Western Financial. As a public company on the Toronto Stock Exchange (TSX), CWB trades under the symbols "CWB" (common shares) and "CWB.PR.B" (Series 5 Preferred Shares). Learn more at www.cwb.com.

Caution Regarding Forward-Looking Statements

Certain information contained herein constitutes forward-looking information under applicable securities laws. Forward-looking statements in this news release include, but are not limited to, statements with respect to the timing of completion and size of the offering of the Series 7 Preferred Shares and the use of proceeds of the offering. These statements are based on current expectations and are inherently subject to significant risks, uncertainties and changes in circumstances, many of which are beyond the control of the Bank. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the offering. Except as required by law, the Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time, by it or on its behalf. The forward-looking information contained in this press release is presented for the purpose of interpreting the information contained herein and may not be appropriate for other purposes.

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